Proxy Statement Schedule 13e 3 Company Shareholders Meeting Sample Clauses

Proxy Statement Schedule 13e 3 Company Shareholders Meeting. (a) Proxy Statement; Schedule 13E-3. (i) As promptly as reasonably practicable after the date hereof, the Company, with the assistance of the Parent Parties, shall prepare a proxy statement relating to authorization and approval of this Agreement, the Plan of Merger and the transactions contemplated hereby, including the Merger (such proxy statement, as amended or supplemented, the "Proxy Statement"). The Parent Parties shall furnish all information as the Company may reasonably request in connection with the preparation of the Proxy Statement and shall otherwise assist and cooperate with the Company in the preparation of the Proxy Statement. Subject to and without limiting the rights of the Special Committee and the Company Board to effect a Company Adverse Recommendation Change pursuant to Section 6.4(d), the Proxy Statement shall include the Company Recommendation. (ii) Schedule 13E-3. Concurrently with the preparation of the Proxy Statement, the Company and the Parent Parties shall jointly prepare and file with the SEC a Schedule 13E-3 with respect to the Merger. The Company and the Parent Parties shall cooperate and consult with each other in preparation of the Schedule 13E-3, including, without limitation, furnishing the information required by the Exchange Act to be set forth in the Schedule 13E-3.